Setting up a GmbH sounds like a lot of bureaucracy, and yes, a few mandatory appointments come with it. But the path is clearly structured. Since 2019 I've guided founders here in Bremen's Überseestadt through exactly this process, from the first idea to the entry in the commercial register (Handelsregister). In this article you get the full roadmap: honest, concrete and with the numbers that actually come up.
Why a GmbH in the first place?
The GmbH (Gesellschaft mit beschränkter Haftung, German limited liability company) separates your personal assets from your business risk. If something goes wrong, in principle only the company's assets are liable, not your house or your savings. On top of that comes a real day-to-day advantage: banks, landlords and large clients take a GmbH seriously. Your creditworthiness is better and you come across as more professional. The price for that is the share capital and a bit more formality than with a sole proprietorship (Einzelunternehmen). Whether it's worth it for you depends on your plans. If you're still on the fence, the legal form finder can help, and I compare the limited-liability companies in detail in my post UG vs GmbH.
The requirements: share capital and shareholders
To set up a GmbH you need €25,000 in share capital (Stammkapital). That doesn't mean the money is gone: it stays your working capital and can be used for investments, rent or materials. At registration you generally need to have paid in at least €12,500, half of it. The rest can follow later. You can set up the GmbH on your own (single-member GmbH) or with several shareholders. Contributions in kind (Sacheinlagen) instead of cash are also possible, but they make the formation more involved and more expensive.
The process in five steps
1. Preparation: name, business purpose and articles of association
Before you go to the notary, you settle the key details: the company name, the business purpose (what the GmbH is meant to do), the shareholders and how the shares are split. For a straightforward single-member or standard formation, the model protocol (Musterprotokoll) is often enough, and it's cheaper. As soon as several shareholders, special arrangements or contributions in kind come into play, you'll need individually drafted articles of association (Gesellschaftsvertrag). This is exactly where preparation pays off, because mistakes in the contract catch up with you expensively later on.
2. Notary appointment: notarisation
A GmbH must be notarised, there's no way around it. The notary notarises the articles of association, appoints the managing director(s) and files the GmbH with the commercial register (Handelsregister). This appointment is required by law, so you can't skip it. Bring your ID, allow about an hour, and clear up any open questions beforehand so the appointment runs smoothly.
3. Open a business account and pay in the share capital
After notarisation you open a business account in the name of the “GmbH in Gründung” (GmbH in formation) and pay in the share capital (at least €12,500). Proof of this deposit goes to the notary, who then completes the entry in the commercial register. Tip: check in advance that your bank will run an account for a company in formation, it can save you days.
4. Entry in the commercial register
Your GmbH comes into legal existence with its entry in the commercial register (Handelsregister). Since 1 June 2025, the initial registration costs a flat €225. Only from this moment does the company carry full limited liability. Before that, you as the acting person are still personally liable, so you shouldn't close any major deals before the registration is complete.
5. Trade registration, tax office and Chamber of Commerce
Finally, you register the business. In Bremen, the trade registration (Gewerbeanmeldung) currently costs €32. After that comes the tax registration questionnaire from the tax office (Finanzamt), through which you receive your tax number and your VAT ID. Membership in the Bremen Chamber of Commerce (Handelskammer Bremen) is mandatory for a GmbH. It sounds like a lot, but it's done in a few days once the paperwork is properly prepared.
What does setting up a GmbH really cost?
The formation costs are made up of the notary, the commercial register, the trade registration and a few smaller items. For a standard formation using the model protocol, you'll roughly land on these positions:
- Notary (notarisation, filing and completion, including VAT)
- Commercial register, initial registration: €225 (since 1 June 2025)
- Trade registration (Gewerbeanmeldung) in Bremen: currently €32
- Transparency register (Transparenzregister) and minor disbursements
On top of that comes the €25,000 share capital, but that stays your working capital and doesn't count as an actual formation cost. Exactly how much the notary costs depends on the share capital and the type of contract. You can get a solid, transparent estimate for your case in seconds with the formation cost calculator.
How long does the formation take?
When all the documents are ready and the account is set up quickly, the GmbH is often registered within two to four weeks. In my experience, the biggest time sink isn't the notary but opening the bank account and gathering documents. With good preparation, you can speed this up considerably. That's exactly what I'm here for: I coordinate the notary, the bank and the authorities so you're not rushing from one appointment to the next.
Can the start-up consulting be funded?
Yes. In Bremen, professional start-up consulting can be subsidised by up to 80% through the Starthaus of the Bremer Aufbau-Bank, capped at €2,800 per applicant. That makes the thorough preparation of your GmbH affordable. To see which programmes fit you, read my post Startup grants in Germany, or check directly with the funding check.
For orientation only, not legal or tax advice. All information is as of 2025/2026 and without guarantee. What's decisive is always your individual case. If you'd like to talk it through personally and with no obligation, just reach out via the contact form.